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BBG Sukuk Ltd (the "Trustee") has issued a notice for a Consent Solicitation and a Meeting for holders of its U.S.$1,000,000,000 Trust Certificates due 2029. The Trustee seeks approval for modifications to the Certificates and related documents to facilitate its proposed re-domiciliation from the Cayman Islands to the Qatar Financial Centre. The Electronic Consent Deadline is 22 June 2026 at 4:00 p.m. (London time), requiring approval from not less than 75% of the aggregate face amount of outstanding Certificates, otherwise a Meeting will be held on 2 July 2026 at 9:00 a.m. (London time).
| Date | 10 Jun 2026 |
| Time | 15:09:42 |
| Category | Miscellaneous |
| ID | 8148H |
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF CERTIFICATEHOLDERS. IF ANY CERTIFICATEHOLDER IS IN ANY DOUBT AS TO THE ACTION IT SHOULD TAKE OR IS UNSURE OF THE IMPACT OF THE IMPLEMENTATION OF ANY EXTRAORDINARY RESOLUTION TO BE PROPOSED AT A MEETING, IT SHOULD SEEK ITS OWN FINANCIAL, LEGAL, SHARI'A AND ACCOUNTING ADVICE, INCLUDING AS TO ANY TAX CONSEQUENCES, IMMEDIATELY FROM ITS STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL, LEGAL OR SHARI'A ADVISER.

BBG SUKUK LTD
(Incorporated in the Cayman Islands as an exempted company with limited liability)
(LEI: 549300URWP4TDNWJXN62)
(the "Trustee")
NOTICE CIRCULATING EXTRAORDINARY RESOLUTION BY ELECTRONIC CONSENT AND OF MEETING
of the holders of the outstanding
U.S.$1,000,000,000 Trust Certificates due 2029
(comprised of (i) the outstanding U.S.$800,000,000 Trust Certificates due 2029 issued by the Trustee on 9 October 2024 (the "Original Certificates") and (ii) the outstanding U.S.$200,000,000 Trust Certificates due 2029 issued by the Trustee which are consolidated with and form part of the same series as the Original Certificates and represented by the Global Certificate with ISIN XS2890149185)
(the "Certificates")
of the Trustee
NOTICE IS HEREBY GIVEN that a meeting (the "Meeting") of the holders of the Certificates (the "Certificateholders") convened by the Trustee will be held at the offices of Clifford Chance LLP at 10 Upper Bank Street, London, E14 5JJ, United Kingdom, at 9:00 a.m. (London time) on 2 July 2026 for the purpose of considering and, if thought fit, passing the following resolution which will, unless the Extraordinary Resolution has been approved by Electronic Consent (see "Electronic Consent - Circulating Extraordinary Resolution by Electronic Consent" below), be proposed as an Extraordinary Resolution in accordance with the provisions of the amended and restated master trust deed dated 7 August 2024, as modified, supplemented and/or restated from time to time up to the date of issue of the Certificates, between, inter alios, the Trustee, Dukhan Bank Q.P.S.C. (the "Bank") and Deutsche Trustee Company Limited (the "Delegate"), which constitutes the Certificates (the "Master Trust Deed"). The Meeting (in respect of the Certificates) will commence at 9:00 a.m. (London time). Capitalised terms used but not defined in this Notice have the meanings given to them in the Master Trust Deed or the terms and conditions of the Certificates (the "Conditions").
ELECTRONIC CONSENT - CIRCULATING EXTRAORDINARY RESOLUTION BY ELECTRONIC CONSENT
NOTICE IS HEREBY GIVEN that if Electronic Consent (as defined below) is granted in respect of the Extraordinary Resolution as described below, then such Extraordinary Resolution will take effect at the time such Electronic Consent is granted as an Extraordinary Resolution circulated by Electronic Consent, as if the Extraordinary Resolution was passed at the Meeting, and shall be binding on all Certificateholders whether or not they participated in the Electronic Consent. In such circumstance, the Extraordinary Resolution will not be put to a Meeting and such Meeting shall be cancelled by way of notice to the Certificateholders through the Clearing Systems as soon as practicable after such Electronic Consent is granted. For the avoidance of doubt, a Certificateholder may submit a single Electronic Voting Instruction which will be used for the purposes of the Electronic Consent and, if applicable, the Meeting. See further details in the section entitled "Voting and Quorum" below.
"Electronic Consent" means receipt of Electronic Voting Instructions in favour of the Extraordinary Resolution by the Electronic Consent Deadline by or on behalf of Certificateholders representing not less than 75 per cent. in aggregate face amount of the Certificates then outstanding by the Expiration Deadline; and
BACKGROUND
The purpose of the Consent Solicitation is to invite Certificateholders to consider and, if thought fit, approve certain modifications to the Certificates and related documents of the Certificates to provide for the proposed re-domiciliation of the Trustee from being an exempted company with limited liability incorporated in the Cayman Islands to being a special purpose company with limited liability incorporated in the QFC(the "Proposed Re-domiciliation"), as further described in the Consent Solicitation Memorandum.
EXTRAORDINARY RESOLUTION
1. "THAT this meeting of the holders of the outstanding U.S.$1,000,000,000 Trust Certificates due 2029 (comprised of (i) the outstanding U.S.$800,000,000 Trust Certificates due 2029 issued by the Trustee on 9 October 2024 (the "Original Certificates") and (ii) the outstanding U.S.$200,000,000 Trust Certificates due 2029 issued by the Trustee which are consolidated with and form part of the same series as the Original Certificates and represented by the Global Certificate with ISIN XS2890149185) (the "Certificates") of the Trustee (the "Trustee") constituted by the amended and restated master trust deed dated 7 August 2024, as modified, supplemented and/or restated from time to time up to the date of issue of the Certificates, between, inter alios, the Trustee, Dukhan Bank Q.P.S.C. (the "Bank") and Deutsche Trustee Company Limited (the "Delegate") as delegate of the holders of the Certificates (the "Certificateholders"), hereby: authorises, sanctions, assents to and approves the Proposal and its implementation by way of the modification of: (i) the terms and conditions of the Certificates as set out in schedule 2 (Terms and Conditions of the Certificates) to the Master Trust Deed (the "Conditions"), substantially in the form set out in the Schedule to the Notice of Circulating Extraordinary Resolution by Electronic Consent and of Meeting; (ii) the Master Trust Deed by way of the Supplemental Trust Deed (as defined below), substantially in the form set out in the Schedule to the Notice of Circulating Extraordinary Resolution by Electronic Consent and of Meeting; and (iii) related ancillary documents in respect of the Certificates in order to reflect that the Trustee is to be re-domiciled from the Cayman Islands to the Qatar Financial Centre;
2. agrees to release and waive all rights, claims, actions or entitlements against the Trustee and the Bank, whether under the Conditions and any other agreement, deed, undertaking or other document relating to the Certificates, in each case, arising in connection with the Consent Solicitation and/or the Proposal;
3. sanctions every abrogation, modification or compromise of, or arrangement in respect of, the rights of the Certificateholders appertaining to the Certificates against the Trustee or the Bank, whether or not such rights arise under the Conditions or otherwise, involved in or resulting from or to be effected by, the modifications referred to in paragraph 1 of this Extraordinary Resolution and their implementation;
4. authorises, directs, requests, sanctions and empowers the Delegate to:
(a) concur in the modifications referred to in paragraph 1 of this Extraordinary Resolution and, in order to give effect to and implement such modifications, on or shortly after the passing of this Extraordinary Resolution and the satisfaction of the condition in paragraph 5 below, to execute a supplemental trust deed (the "Supplemental Trust Deed") in the form of the draft produced to this meeting and signed by the chairman of the meeting for the purpose of identification, with such amendments (if any) as may be requested by the Trustee and the Bank and approved by the Delegate, in its sole and absolute discretion, or required by the Delegate in accordance with the provisions of the Master Trust Deed; and
(b) concur in, and execute and do all such other deeds, agreements, instruments, acts and things as may be necessary, desirable or expedient, in the sole and absolute discretion of the Delegate, to carry out and give effect to this Extraordinary Resolution and the implementation of the modifications referred to in paragraph 1 of this Extraordinary Resolution (the "Amendment Documents");
5. declares, concurs and acknowledges that a vote in favour of the Extraordinary Resolution by the Electronic Consent Deadline automatically constitutes an Electronic Consent as set out in the Consent Solicitation Memorandum;
6. declares that the implementation of this Extraordinary Resolution shall be conditional on: (A) the passing of this Extraordinary Resolution (i) by the granting of Electronic Consent; or (ii) at a meeting; and (B) all required internal and external approvals in the Cayman Islands and the QFC having been obtained (as confirmed by the Trustee to the Bank and the Delegate);
7. discharges, indemnifies, hold harmless and exonerates the Delegate from any and all liability for which it may have become or may become responsible under the Master Trust Deed or the Certificates or any other document in respect of any act or omission in connection with this Extraordinary Resolution or its implementation or the implementation of the Proposal, the modifications referred to in this Extraordinary Resolution or the implementation of those modifications or the executing of any deeds, agreements, documents or instructions, the performance of any acts, matters or things to be done to carry out and give effect to the matters contemplated in the Amendment Documents, the Notice of Circulating Extraordinary Resolution by Electronic Consent and of Meeting, this Extraordinary Resolution or the Proposal;
8. irrevocably waives any claim that the Certificateholders may have against the Delegate arising as a result of any loss or damage which the Certificateholders may suffer or incur as a result of the Delegate acting upon this Extraordinary Resolution (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding on the holders) and the Certificateholders further confirm that the Certificateholders will not seek to hold the Delegate liable for any such loss or damage;
9. approves that the Delegate be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and capacity of any person to enter into the Amendment Documents or any other document necessary, desirable or expedient in connection with the modifications referred to paragraph 1 of this Extraordinary Resolution or the due execution and delivery thereof by any party thereto or the validity and enforceability thereof; and
10. acknowledges that the following terms, as used in this Extraordinary Resolution shall have the meaning given below:
"Consent Solicitation" means the invitation by the Trustee to Certificateholders to approve this Extraordinary Resolution, as more fully described in the Consent Solicitation Memorandum.
"Consent Solicitation Memorandum" means the consent solicitation memorandum dated 10 June 2026 prepared by the Trustee in relation to the Consent Solicitation.
"Electronic Consent Deadline" means 4:00 p.m. (London time) on 22 June 2026 (subject to the right of the Trustee to extend, re-open, withdraw and/or terminate the Consent Solicitation, as applicable).
"Proposal" has the meaning given to it in the Consent Solicitation Memorandum."
None of the Trustee, the Bank, Standard Chartered Bank (the "Solicitation Agent") or Sodali & Co Ltd (the "Information and Tabulation Agent") is: (i) providing Certificateholders with any financial, legal, Shari'a, accounting or other advice in respect of the Consent Solicitation; (ii) expressing any opinion about the terms of the Consent Solicitation or the Extraordinary Resolution; or (iii) making any recommendation whether Certificateholders should participate in the Consent Solicitation or otherwise participate in the Meeting. Each Certificateholder must make their own decision as to whether to participate in the Consent Solicitation.
The Delegate has not been involved in the formulation of the Extraordinary Resolution and the Delegate expresses no opinion on the merits of the Extraordinary Resolution or on whether Certificateholders would be acting in their best interests in approving the Extraordinary Resolution, and nothing in this Notice of Circulating Extraordinary Resolution by Electronic Consent and of Meeting should be construed as a recommendation to Certificateholders from the Delegate to vote in favour of, or against, the Extraordinary Resolution. Certificateholders should take their own independent financial, legal, Shari'a, accounting or other advice on the merits and on the consequences of voting in favour of, or against, the Extraordinary Resolution, including as to any tax consequences. The Delegate has not reviewed, nor will it be reviewing, any documents relating to the Consent Solicitation, except those to which it will be a party and this Notice of Circulating Extraordinary Resolution by Electronic Consent and of Meeting. Neither the Delegate nor any of its directors, officers, employees, agents or affiliates has verified, or assumes any responsibility for the accuracy or completeness of, any of the information concerning the Consent Solicitation, the Proposal, the Trustee, the Bank or the factual statements contained in the Consent Solicitation Memorandum or any other documents referred to in the Consent Solicitation Memorandum or assumes any responsibility for any failure by the Trustee or the Bank to disclose events that may have occurred and may affect the significance or accuracy of such information or the terms of any amendment (if any) to the Consent Solicitation.
Consent Solicitation
The Trustee has invited holders of the Certificates to consent to the approval, by granting of Electronic Consent (or, if such Electronic Consent is not granted by the Electronic Consent Deadline, by Extraordinary Resolution at the Meeting), of the modification of the Certificates as described in the Extraordinary Resolution as set out above, all as further described in the Consent Solicitation Memorandum (as defined in the Extraordinary Resolution set out above).
The Consent Solicitation Memorandum and any other documents or materials relating to the Consent Solicitation are only for distribution or to be made available to persons who are Certificateholders (as defined in the Extraordinary Resolution above).
Subject to the restrictions described in the previous paragraph, Certificateholders may obtain, from the date of this Notice of Circulating Extraordinary Resolution by Electronic Consent and of Meeting, a copy of the Consent Solicitation Memorandum from the Information and Tabulation Agent, the contact details for which are set out below.
General
Certificateholders may obtain, from the date of this Notice of Circulating Extraordinary Resolution by Electronic Consent and of Meeting, a copy of the Consent Solicitation Memorandum from the Information and Tabulation Agent, the contact details for which are set out below. A Certificateholder will be required to produce evidence satisfactory to the Information and Tabulation Agent as to his or her status as a Certificateholder and that they are a person to whom it is lawful to send the Consent Solicitation Memorandum and to make an invitation to participate in the Consent Solicitation under applicable laws before being sent a copy of the Consent Solicitation Memorandum.
Copies of (i) the Master Trust Deed, this Notice of Circulating Extraordinary Resolution by Electronic Consent and of Meeting; and (ii) the current draft of the Supplemental Trust Deed as referred to in paragraph 4 of the Extraordinary Resolution, are also available for inspection by Certificateholders: (a) on and from the date of this Notice of Circulating Extraordinary Resolution by Electronic Consent and of Meeting up to and including: (x) if Electronic Consent is granted, the Electronic Consent Deadline; and (y) if Electronic Consent if not granted, the date of the Meeting; and (b) the date of the Meeting, in each case, at the specified offices of the Information and Tabulation Agent during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) and at the offices of Clifford Chance LLP at 10 Upper Bank Street, London E14 5JJ, United Kingdom for 15 minutes before any such Meeting. Any revised versions of the draft Supplemental Trust Deed made available as described above and marked to indicate changes to the relevant draft made available on the date of this Notice of Circulating Extraordinary Resolution by Electronic Consent and of Meeting will supersede the previous draft of the Supplemental Trust Deed and Certificateholders will be deemed to have notice of any such changes.
The attention of Certificateholders is particularly drawn to the procedures for voting, quorum and other requirements for the passing of the Extraordinary Resolution at the Meeting or any meeting held following any adjournment of the Meeting, which are set out in "Voting and Quorum" below. Having regard to such requirements, Certificateholders are strongly urged either to attend the Meeting or to take steps to be represented at the Meeting (including by way of submitting Electronic Voting Instructions in favour of the Proposal (all such terms as defined in the Consent Solicitation Memorandum)) as soon as possible.
For avoidance of doubt, if Electronic Consent is granted, the Extraordinary Resolution in respect of the Certificates will take effect at the Electronic Consent Deadline, as if such Extraordinary Resolution was passed at the relevant Meeting, and shall be binding on all Certificateholders whether or not they participated in the Electronic Consent. In such circumstance, the relevant Extraordinary Resolution will not be put to a Meeting and such Meeting shall be cancelled by way of notice to the Certificateholders through the Clearing Systems as soon as practicable after such Electronic Consent is granted.
Voting and Quorum
A Certificateholder wishing to participate in the Consent Solicitation may submit a valid Electronic Voting Instruction. The Information and Tabulation Agent is responsible for receiving and tabulating such instructions, and the Registrar is responsible for giving effect to such instructions for the purposes of the Electronic Consent and, if Electronic Consent is not granted, any Meeting.
Submission of a valid Electronic Voting Instruction will constitute a single instruction for both: (i) the purposes of the Electronic Consent; and (ii) if Electronic Consent is not granted following the Electronic Consent Deadline, the purposes of the Meeting. Certificateholders are not required to submit separate instructions for the Electronic Consent and the Meeting.
Electronic Voting Instructions: (i) received on or prior to the Electronic Consent Deadline will be counted for the purposes of determining whether the Electronic Consent Threshold has been satisfied; (ii) received on or prior to the Electronic Consent Deadline, if the Electronic Consent Threshold is not satisfied, will remain valid and will be used for the purposes of the Meeting; and (iii) received after the Electronic Consent Deadline but prior to the Expiration Deadline will be used solely for the purposes of the Meeting.
Only Direct Participants may submit Electronic Voting Instructions. Electronic Voting Instructions must be submitted by Direct Participants through Euroclear or Clearstream, Luxembourg in accordance with their respective procedures. Certificateholders may not submit instructions directly to the Trustee, the Bank, the Registrar or the Information and Tabulation Agent. Each Certificateholder that is not a Direct Participant must arrange for its Electronic Voting Instructions to the Direct Participant through which such Certificateholder holds its Certificates to submit an Electronic Voting Instruction on its behalf before the applicable deadlines.
Electronic Voting Instructions may be submitted in respect of a face amount of Certificates of no less than U.S.$200,000 and integral multiples of U.S.$1,000 thereafter.
The submission of Electronic Voting Instruction will be deemed to have occurred upon receipt by the Information and Tabulation Agent via the relevant Clearing System of a valid Electronic Voting Instruction submitted in accordance with the requirements of such Clearing System. Each Electronic Voting Instruction must specify, among other things, the aggregate face amount of the Certificates which are subject to the Electronic Voting Instruction.
By submitting an Electronic Voting Instruction, a Certificateholder (acting through the relevant Direct Participant) will be deemed to have authorised the Registrar to appoint one or more representatives (as specified in the relevant Electronic Voting Instruction) of the Information and Tabulation Agent as proxy to attend and vote at the Meeting (and any adjourned Meeting) in respect of the relevant Certificates in the manner specified in their Electronic Voting Instruction.
Upon submission of a valid Electronic Voting Instruction: (a) the relevant Certificates will be blocked in the relevant account in Euroclear or Clearstream, Luxembourg; (b) details of such Electronic Voting Instruction will be made available by the Clearing Systems to the Information and Tabulation Agent for the purposes of determining whether the Electronic Consent Threshold has been satisfied and for vote tabulation; and (c) such Electronic Voting Instruction will be made available to the Registrar and will be used by the Registrar, in accordance with the Master Trust Deed, to: (i) appoint one or more representatives of the Information and Tabulation Agent proxy to attend and vote at the Meeting (and any adjourned Meeting); and/or (ii) include the relevant Certificates in a block voting instruction for the purposes of the Meeting.
No separate instruction to the Registrar is required from any Certificateholder.
The receipt of such Electronic Voting Instruction by the relevant Clearing System will be acknowledged in accordance with the standard practices of such Clearing System and will result in the blocking of the relevant Certificates in the Certificateholder's account at the relevant Clearing System so that no transfers may be effected in relation to such Certificates.
Certificateholders must take the appropriate steps through the relevant Clearing System so that no transfers may be effected in relation to such blocked Certificates at any time after the date of submission of such Electronic Voting Instruction, in accordance with the requirements of the relevant Clearing System and the deadlines required by such Clearing System and such blocking constitutes the basis on which such Certificates are counted in (if Electronic Voting Instructions are submitted before the Electronic Consent Deadline) the Electronic Consent and represented at the Meeting. By the blocking such Certificates in the relevant Clearing System, each Direct Participant will be deemed to consent to have the relevant Clearing System provide details concerning such Direct Participant's identity to the Information and Tabulation Agent (and for the Information and Tabulation Agent to provide such details to the Trustee, the Bank and the Solicitation Agent, and their respective legal advisers). The face amount of Certificates so blocked will be the amount that is taken into account by the Registrar for the purposes of determining the Certificates represented by any proxy or block voting instruction.
If Electronic Consent is not granted, each valid Electronic Voting Instruction will constitute instructions to the Registrar to appoint one or more representatives of the Information and Tabulation Agent as proxy to attend and vote at the Meeting in accordance with such Electronic Voting Instruction.
Electronic Consent
To be approved by Electronic Consent, the Extraordinary Resolution by Electronic Consent requires a majority in favour consisting of Certificateholders holding not less than 75 per cent. in aggregate face amount of the Certificates then outstanding (the "Electronic Consent Threshold"). If Electronic Consent is granted, an Extraordinary Resolution by Electronic Consent will be binding on all Certificateholders whether or not they participated in such Electronic Consent.
Meeting
Certificateholders who have submitted and not revoked (in the limited circumstances in which revocation is permitted) a valid Electronic Voting Instruction in respect of the Extraordinary Resolution, by which they will have given instructions for the appointment of one or more representatives of the Information and Tabulation Agent by the Registrar as their proxy to attend and vote (as specified in the relevant Electronic Voting Instruction) in respect of the Extraordinary Resolution at the Meeting and any meeting held following any adjournment of the Meeting, need take no further action to be represented at the Meeting or any such adjourned meeting and the aggregate face amount of the Certificates that are the subject of such Electronic Voting Instructions will be counted for the purposes of establishing quorum and voting at the Meeting.
Where Electronic Consent is not granted, Certificateholders who have not submitted or have submitted and subsequently revoked (in the limited circumstances in which such revocation is permitted) an Electronic Voting Instruction in respect of the Extraordinary Resolution should take note of the relevant provisions set out below detailing how such Certificateholders can attend or take steps to be represented at the Meeting (references to which, for the purpose of such provisions, include, unless the context otherwise requires, any meeting held following any adjournment of the Meeting).
1. Subject as set out below, the provisions governing the convening and holding of a meeting of the Certificateholders are set out in Schedule 3 to the Master Trust Deed, a copy of which is available for inspection by the Certificateholders as referred to above.
Each person (a "beneficial owner") who is the owner of a particular aggregate face amount of the Certificates through Euroclear, Clearstream, Luxembourg or a person who is shown in the records of Euroclear SA/NV ("Euroclear") or Clearstream Banking S.A. ("Clearstream, Luxembourg") as a holder of the Certificates (a "Direct Participant"), should note that a beneficial owner will only be entitled to attend and vote at the relevant Meeting in accordance with the procedures set out below and where a beneficial owner is not a Direct Participant it will need to make the necessary arrangements, either directly or with the intermediary through which it holds its Certificates, for the Direct Participant to complete these procedures on its behalf.
A Certificateholder who wishes to attend and vote at the Meeting and any adjourned such Meeting in person must produce at such Meeting a valid voting certificate issued by the Registrar.
A Certificateholder may obtain a voting certificate in respect of its Certificates from the Registrar by arranging for its Certificates to be blocked in an account with Euroclear or Clearstream, Luxembourg (unless the Certificate is the subject of a block voting instruction which has been issued and is outstanding in respect of the Meeting or any adjourned such Meeting) not less than 48 hours before the time fixed for the Meeting (or, if applicable, any adjourned such Meeting) and within the relevant time limit specified by Euroclear or Clearstream, Luxembourg, as the case may be, upon terms that the Certificates will not cease to be so blocked until the first to occur of the conclusion of the Meeting or any adjourned such Meeting and the surrender of the voting certificate to the Registrar and notification by the Registrar to Euroclear or Clearstream, Luxembourg, as the case may be, of such surrender or the compliance in such other manner with the rules of Euroclear or Clearstream, Luxembourg, as the case may be.
For the purposes of this Notice of Circulating Extraordinary Resolution by Electronic Consent and of Meeting: (i)"48 hours" shall mean a period of 48 hours including all or part of two days upon which banks are open for business both in the place where the relevant Meeting is to be held and in the place where the Registrar has its specified office (disregarding for this purpose the day upon which such Meeting is to be held) and such period shall be extended by one period or, to the extent necessary, more periods of 24 hours until there is included as aforesaid all or part of two days upon which banks are open for business in all of the places as aforesaid; and (ii) "24 hours" shall mean shall mean a period of 24 hours including all or part of a day upon which banks are open for business in both the place where the relevant Meeting is to be held and in the place where the Registrar has its specified offices (disregarding for this purpose the day upon which such Meeting is to be held) and such period shall be extended by one period or, to the extent necessary, more periods of 24 hours until there is included as aforesaid all or part of a day upon which banks are open for business in all of the places as aforesaid. A Certificateholder not wishing to attend in person but wishing to vote at the Meeting may either deliver the voting certificate(s) to the person whom it wishes to attend on its behalf or give a voting instruction in the form of an electronic voting instruction (an "Electronic Voting Instruction" in accordance with the standard procedures of Euroclear and/or Clearstream, Luxembourg) to, and require the Registrar to, include the votes attributable to its Certificates in a block voting instruction issued by the Registrar for the Meeting or any adjourned such Meeting, in which case the Registrar shall appoint a proxy to attend and vote at such Meeting in accordance with such Certificateholder's instructions. Certificates subject to an Electronic Voting Instruction will be counted once for the purposes of determining the Electronic Consent Threshold and, if applicable, once for the purposes of the Meeting. Certificates blocked pursuant to an Electronic Voting Instruction will remain blocked for both the Electronic Consent and, if applicable, the Meeting without the need for further blocking instructions.
"Electronic Voting Instruction" means an electronic instruction submitted by a Direct Participant through Euroclear or Clearstream, Luxembourg in accordance with their respective procedures which: (i) specifies the Direct Participant name, account number and aggregate face amount of Certificates to which such instruction relates; (ii) blocks such Certificates in the relevant Clearing System; (iii) provides voting instructions for the purposes of the Electronic Consent and, if applicable, the Meeting; and (iv) constitutes instructions for such information to be made available to the Information and Tabulation Agent for tabulation and to the Registrar for the purposes of issuing any block voting instruction or appointing a proxy in accordance with the Master Trust Deed.
If a Certificateholder wishes the votes attributable to its Certificates to be included in a block voting instruction for the Meeting or any adjourned such Meeting, then (i) the Certificateholder must arrange for its Certificates to be blocked in an account with Euroclear or Clearstream, Luxembourg for that purpose and (ii) the Certificateholder or a duly authorised person on its behalf submit an Electronic Voting Instruction through the relevant Clearing System, which will be used by the Registrar, not less than 48 hours before the time fixed for the Meeting (or, if applicable, any adjourned such Meeting) and within the time limit specified by Euroclear or Clearstream, Luxembourg, as the case may be, upon terms that the Certificates will not cease to be so blocked until the first to occur of: (i) the conclusion of the Meeting or any adjourned such Meeting; and (ii) not less than 48 hours before the time for which the Meeting is convened, the notification in writing of any revocation of a Certificateholder's previous instructions to the Registrar and the same then being notified in writing by the Registrar to the Trustee and the Delegate at least 24 hours before the time appointed for holding the Meeting and such Certificates ceasing in accordance with the procedures of Euroclear or Clearstream, Luxembourg, as the case may be, and with the agreement of the Registrar to be held to its order or under its control, and that such instruction is, during the period commencing 48 hours prior to the time for which the Meeting or any adjourned such Meeting is convened and within the time limit specified by Euroclear or Clearstream, Luxembourg, as the case may be, and ending at the conclusion or adjournment thereof, neither revocable nor capable of amendment.
For the above purposes, instructions given by Direct Participants to the Information and Tabulation Agent through Euroclear or Clearstream, Luxembourg will be deemed to be instructions given to the Registrar.
2. The quorum required for the Extraordinary Resolution to be considered at the Meeting is one or more persons present and holding or representing in the aggregate more than 50 per cent. of the aggregate face amount of the outstanding Certificates.
In the event such quorum is not present within 15 minutes from the time initially fixed for the Meeting, the Meeting shall be adjourned until such date, not less than 14 Clear Days nor more than 42 Clear Days later, and place as may be appointed by the chairman of the Meeting and approved by the Delegate. At any such adjourned Meeting one or more persons present, whatever the aggregate outstanding face amount of the Certificates so held or represented by them, shall form a quorum.
Voting certificates obtained and Electronic Voting Instructions given in respect of the Meeting (unless revoked in accordance with the terms of the Master Trust Deed and, in the case of Electronic Voting Instructions, in accordance with the procedures of the Euroclear or Clearstream, Luxembourg, as the case may be) shall remain valid for any such adjourned Meeting.
Certificateholders should note these quorum requirements and should be aware that, if the Certificateholders either present or appropriately represented at the Meeting are insufficient to form a quorum for the Extraordinary Resolution, the Extraordinary Resolution cannot be formally considered at the Meeting. Certificateholders are therefore encouraged either to attend the Meeting in person or to arrange to be represented at the Meeting as soon as possible.
3. Every question submitted to the Meeting shall be decided in the first instance by a show of hands and in case of equality of votes the chairman of the Meeting shall both on a show of hands and on a poll have a casting vote in addition to the vote or votes (if any) to which he may be entitled as a holder of a voting certificate or as a proxy or as a representative.
Unless a poll is (before, or on the declaration of the result of, the show of hands) demanded by the chairman of the relevant Meeting, the Trustee, the Bank, the Delegate or any person present holding or representing in the aggregate not less than one fiftieth of the aggregate face amount of the Certificates then outstanding, a declaration by the chairman of the Meeting that a resolution has been carried or carried by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour or against such resolution.
On a show of hands every person who is present in person and produces a voting certificate or is a proxy or representative shall have one vote. On a poll every such person shall have one vote in respect of each U.S.$1,000 in aggregate face amount of the Certificates represented by the voting certificate so produced or in respect of which he or she is a holder, proxy or representative.
4. To be passed at the Meeting, the Extraordinary Resolution requires a majority in favour of not less than three-quarters of the persons voting thereat upon a show of hands or, if a poll is duly demanded, by a majority in favour consisting of not less than three-quarters of the votes cast in respect of the Extraordinary Resolution. If passed, the Extraordinary Resolution shall be binding on all Certificateholders, whether or not present at the Meeting at which it is passed and whether or not voting.
This Notice of Circulating Extraordinary Resolution by Electronic Consent and of Meeting is given by BBG Sukuk Ltd, as Trustee.
Certificateholders should contact the following for further information:
The Solicitation Agent
Standard Chartered Bank
7th Floor Building One, Gate Precinct
Dubai International Financial Centre
P.O. Box 999
Dubai
United Arab Emirates
Telephone: +44 20 7885 5739
Attention: Liability Management Group
Email: [email protected]
The Information and Tabulation Agent
Sodali & Co Limited
The Leadenhall Building
122Leadenhall Street
London, EC3V 4AB
United Kingdom
Telephone: +44 20 4513 6933
Email: [email protected]
Transaction Website: https://projects.sodali.com/dukhanbank
Dated: 10 June 2026
SCHEDULE
DRAFT SUPPLEMENTAL TRUST DEED
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BBG SUKUK LLC U.S.$2,000,000,000 TRUST CERTIFICATE ISSUANCE PROGRAMME |
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SUPPLEMENTAL TRUST DEED |
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Contents |
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Clause |
Page |
1...... Interpretation............................................................................................................................................................... 1
2...... Supplemental Trust Deed........................................................................................................................................ 2
3...... Limited Recourse and Non-Petition...................................................................................................................... 2
4...... Amendments to the Master Trust Deed.............................................................................................................. 2
5...... Notices........................................................................................................................................................................... 5
6...... Contracts (Rights of Third Parties) Act 1999...................................................................................................... 5
7...... Counterparts and Severability................................................................................................................................ 5
8...... Governing Law and Dispute Resolution.............................................................................................................. 6
9...... Shari'a compliance..................................................................................................................................................... 6
THIS SUPPLEMENTAL TRUST DEED (the "Supplemental Trust Deed") is made by way of deed on [•]
BETWEEN:
(1) BBG SUKUK LLC, a special purpose company with limited liability incorporated and registered in the Qatar Financial Centre with QFC registered number [•] (formerly BBG Sukuk Ltd, migrated from the Cayman Islands to the Qatar Financial Centre), in its capacity as issuer and trustee for and on behalf of the Certificateholders (in its capacity as trustee, the "Trustee");
(2) DUKHAN BANK Q.P.S.C., a Qatari shareholding company incorporated in the State of Qatar and whose registered office is at Al Majdimy St, Lusail - Qatar, P.O. Box 27778 (the "Bank"); and
(3) DEUTSCHE TRUSTEE COMPANY LIMITED, (in its capacity as: (i) donee of the powers set out in Clause 8 (Powers Vested in the Delegate) of the Master Trust Deed (as defined below); and (ii) as delegate of the Trustee pursuant to Clause 9 (Delegation of Authority to the Delegate) of the Master Trust Deed, in each case in relation to the trust created by these presents of which the Trustee is the trustee, the "Delegate", which expression shall include any co-delegate, any replacement Delegate and any successor thereto),
AND IS SUPPLEMENTAL to an amended and restated master trust deed dated 7 August 2024 (the "Master Trust Deed") made between the same parties under which, according to the Programme established thereunder, Certificates may be issued by the Trustee and in respect of which the Trustee shall act as trustee for the Certificateholders.
WHEREAS:
(A) The Trustee has established a trust certificate issuance programme (the "Programme") pursuant to which the Trustee may issue from time to time up to U.S.$2,000,000,000 of trust certificates in Series.
(B) The Trustee issued U.S.$1,000,000,000 Trust Certificates due 2029 (ISIN XS2890149185) (the "Certificates"). The Certificates are constituted by the Master Trust Deed.
(C) By an Extraordinary Resolution dated [•] 2026 (the "Extraordinary Resolution") the Certificateholders consented to, inter alios, amend the Master Trust Deed in respect of the Certificates (including the Conditions of the Certificates included in Schedule 2 (Terms and Conditions of the Certificates) to the Master Trust Deed (the "Conditions")) and requested the Delegate to concur in such amendments and execute this Supplemental Trust Deed, in order to amend the Master Trust Deed (including the Conditions) to reflect the re-domiciliation of the Trustee from the Cayman Islands to the Qatar Financial Centre.
NOW IT IS HEREBY AGREED as follows:
1. Interpretation
Terms defined in the Master Trust Deed, the Conditions and the applicable Pricing Supplement (as defined in the Conditions) shall, save where the context otherwise requires, have the same meaning in this Supplemental Trust Deed. In the event of inconsistency, the order in which the same shall prevail for the purposes hereof shall be (in descending order of priority) the Pricing Supplement, this Supplemental Trust Deed, the Conditions and the Master Trust Deed.
The principals of interpretation in Clause 1.2 (Interpretation and Construction) of the Master Trust Deed shall, where the context so requires and admits, also apply to this Supplemental Trust Deed.
2. Supplemental Trust Deed
This deed is a Supplemental Trust Deed as that term is used in the Master Trust Deed. This deed is supplemental to and should be read and construed as one document in conjunction with the Master Trust Deed. The provisions of the Master Trust Deed are supplemented and amended by the provisions of this Supplemental Trust Deed mutatis mutandis. Subject to the amendments to be effected to the Master Trust Deed hereunder, the Master Trust Deed and the Certificates shall remain in full force and effect.
3. Limited Recourse and Non-Petition
Each party hereto expressly acknowledges that it is bound by the provisions in Clause 20 (Limited Recourse and Non-Petition) of the Master Trust Deed mutatis mutandis and as if they were set out in full in this Supplemental Trust Deed.
4. Amendments to the Master Trust Deed
4.1 With effect from the date of this Supplemental Trust Deed, the Master Trust Deed (including the Conditions of the Certificates) shall be amended as follows:
4.1.1 recital (1) of the Master Trust Deed shall be deemed deleted and replaced with the following:
"(1) BBG SUKUK LLC, a company incorporated as an special purpose company with limited liability under the laws of the Qatar Financial Centre with QFC registered number [•] and whose registered office is at the offices of TMF Group LLC, Lusail - Qatar, Office No. 506, 5th Floor, Y Tower, Building 142, Street 305, Zone 69, P.O Box 23850, Doha, Qatar, in its capacity as issuer and trustee for the Certificateholders (the "Trustee");";
4.1.2 in Clause 1.1 (Definitions, Interpretation and Construction - Definitions) of the Master Trust Deed:
(a) the defined term "Agency Agreement" shall be deemed to be deleted and replaced with the following:
""Agency Agreement" means the amended and restated agency agreement dated on or about the date of this Master Trust Deed between the Trustee, the Bank, the Delegate and the Agents as supplemented on [•].";
(b) the defined term "Corporate Services Agreement" shall be deemed deleted and replaced with the following:
""Corporate Services Agreement" means the amended and restated corporate services agreement dated [•] between the Trustee and the Trustee Administrator pursuant to which the Trustee Administrator will provide certain corporate services to the Trustee."; and
(c) the defined term "Trustee Administrator" shall be deemed deleted and replaced with the following:
""Trustee Administrator" means TMF Group LLC, in its capacity as administrator for the Trustee pursuant to the Corporate Services Agreement.";
4.1.3 the references in Clause 11.3.13 (Duties of the Trustee and the Delegate) of the Master Trust Deed to "the Cayman Islands" shall be deemed deleted and replaced with "the Qatar Financial Centre";
4.1.4 Clause 16.1 (Representations and Warranties) of the Master Trust Deed shall be deemed deleted and replaced with the following:
"it is duly incorporated as a special purpose company with limited liability under the laws of the Qatar Financial Centre and is validly existing in the Qatar Financial Centre;";
4.1.5 Clause 17.10.1 (Undertakings of the Bank) of the Master Trust Deed shall be deemed deleted and replaced with the following:
"from Clifford Chance LLP as to the laws of England and Wales, Al Tamimi & Company as to the laws of the State of Qatar and the laws of the Qatar Financial Centre before the first issue of Certificates following each update of the Base Offering Circular and any amendment, modification or supplement, as the case may be to this Master Trust Deed;";
4.1.6 Clause 24.3.2 (Notices) of the Master Trust Deed shall be deemed deleted and replaced with the following:
"in the case of the Trustee:
Address: BBG SUKUK LLC
c/o TMF Group LLC
Lusail - Qatar
Office No. 506, 5th Floor, Y Tower, Building 142
Street 305, Zone 69
P.O Box 23850
Doha, Qatar
Email: [email protected]
Attention: The Directors";
4.1.7 the first sentence of Clause 27.4 (Governing Law and Dispute Resolution) of the Master Trust Deed shall be deemed deleted and replaced with the following:
"The documents which start any proceedings and any other documents required to be served on a Party in relation to those proceedings may be served on it by being delivered to TMF Global Services (UK) Limited at its registered office at 13th Floor, One Angel Court, London, EC2R 7HJ, United Kingdom (in the case of the Trustee and the Bank) or, in each case, if different, its registered office for the time being or at any address of the relevant party in Great Britain at which process may be served on it in accordance with Part 34 of the Companies Act 2006.";
4.1.8 in Schedule 1 (Form of Certificates) Part A (Form of Registered Certificate) of the Master Trust Deed the reference to "(Incorporated as an exempted company with limited liability under the laws of the Cayman Islands)" shall be deemed deleted and replaced with the following:
"(Incorporated as a special purpose company with limited liability under the laws of the Qatar Financial Centre)";
4.1.9 all references to "BBG Sukuk Ltd" in the Conditions shall be deemed to be deleted and replaced with "BBG Sukuk LLC";
4.1.10 the third introductory paragraph of the Conditions shall be deemed deleted and replaced with the following:
"The Certificates are constituted by an amended and restated master trust deed dated 7 August 2024 between, inter alios, the Trustee, the Obligor and Deutsche Trustee Company Limited (the "Delegate", which expression shall include all persons for the time being the delegate or delegates under the Master Trust Deed) (the "Master Trust Deed") as supplemented by (i) a supplemental trust deed entered into on or before the date of issue of the relevant Certificates (the "Issue Date") in respect of the relevant Tranche and (ii) by the supplemental trust deed dated [•] (each a "Supplemental Trust Deed" and, together with the Master Trust Deed, the "Trust Deed").";
4.1.11 the first sentence of the fourth introductory paragraph of the Conditions shall be deemed deleted and replaced with the following:
"An amended and restated agency agreement dated 7 August 2024 and as supplemented on [•] (together, the "Agency Agreement") has been entered into in relation to the Certificates between, inter alios, the Trustee, the Obligor, the Delegate, Deutsche Bank AG, London Branch as principal paying agent (in such capacity, the "Principal Paying Agent"), calculation agent (together with any further or other calculation agents appointed from time to time in respect of the Certificates, in such capacity, the "Calculation Agent") and transfer agent (together with any further or other transfer agents appointed from time to time in respect of the Certificates, in such capacity, the "Transfer Agent") and Deutsche Bank Luxembourg S.A. as registrar (in such capacity, the "Registrar", and, together with the Principal Paying Agent and any further or other paying agents appointed from time to time in respect of the Certificates, the "Paying Agents").";
4.1.12 in Condition 1 (Interpretation):
(a) the defined term "Corporate Services Agreement" shall be deemed deleted in its entirety and replaced with the following:
""Corporate Services Agreement" means the corporate services agreement entered into between the Trustee and TMF Group LLC as part of the re-domiciliation of the Trustee to the Qatar Financial Centre (as amended, restated and/or supplemented from time to time);";
(b) the defined term "Relevant Jurisdiction" shall be deemed deleted in its entirety and replaced with the following:
""Relevant Jurisdiction" means the Qatar Financial Centre or State of Qatar or in each case any political subdivision or any authority or agency thereof or therein having power to tax;";
(c) the defined term "Trustee Administrator" shall be deemed deleted in its entirety and replaced with the following:
""Trustee Administrator" means TMF Group LLC;";
4.1.13 the first sentence in Condition 23.5 (Process agent) shall be deemed to be deleted in its entirety and replaced with the following:
1.1.1 "The Trustee agrees that the documents which start any Proceedings and any other documents required to be served in relation to those Proceedings may be served on it by being delivered to TMF Global Services (UK) Limited at its registered office at 13th Floor, One Angel Court, London, EC2R 7HJ, United Kingdom or, if different, its registered office for the time being or at any address of the Trustee in Great Britain at which process may be served on it in accordance with Part 34 of the Companies Act 2006.".
5. Notices
With effect from the date hereof, the address and email address of the Trustee for the delivery of all notices under or in connection with this Supplemental Trust Deed is:
BBG Sukuk LLC
c/o TMF Group LLC
Lusail - Qatar
Office No. 506, 5th Floor, Y Tower, Building 142
Street 305, Zone 69
P.O Box 23850
Doha, Qatar
Email: [email protected]
Attention: The Directors
6. Contracts (Rights of Third Parties) Act 1999
6.1 A person who is not a party to this Supplemental Trust Deed has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Supplemental Trust Deed, except and to the extent that this Supplemental Trust Deed expressly provides for such Act to apply to any of its terms, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
6.2 Notwithstanding Clause 8.1 or any other term of this Supplemental Trust Deed, no consent of any third party is required for any variation (including any release or compromise of any liability) or termination of this Supplemental Trust Deed.
7. Counterparts and Severability
7.1 This Supplemental Trust Deed may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Supplemental Trust Deed.
7.2 If any provision in or obligation under this Supplemental Trust Deed shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations under this Supplemental Trust Deed, or of such provision or obligation in any other jurisdiction, shall not be affected or impaired thereby.
8. Governing Law and Dispute Resolution
8.1 This Supplemental Trust Deed, and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law.
8.2 Clause 27 (Governing Law and Dispute Resolution), save for Clause 27.1, of the Master Trust Deed applies to this Supplemental Trust Deed mutatis mutandis and as if set out in full in it provided however that reference in Clause 27.4 of the Master Trust Deed to Maples and Calder as process agent for the Trustee and the Bank shall be deemed deleted and replaced with reference to TMF Global Services (UK) Limited at its registered office 13th Floor, One Angel Court, London, EC2R 7HJ, United Kingdom.
9. Shari'a compliance
9.1 Each of BBG Sukuk LLC and Dukhan Bank Q.P.S.C. hereby agrees that it has accepted the Shari'a compliant nature of this Supplemental Trust Deed and the Transaction Documents to which it is a party and, to the extent permitted by law, further agrees that:
9.1.1 it shall not claim that any of its obligations under this Supplemental Trust Deed and the Transaction Documents to which it is a party (or any provision thereof) is ultra vires or not compliant with the principles of Shari'a;
9.1.2 it shall not take any steps or bring any proceedings in any forum to challenge the Shari'a compliance of this Supplemental Trust Deed and the Transaction Documents to which it is a party; and
9.1.3 none of its obligations under this Supplemental Trust Deed and the Transaction Documents to which it is a party shall in any way be diminished, abrogated, impaired, invalidated or otherwise adversely affected by any finding, declaration, pronouncement, order or judgment of any court, tribunal or other body that this Supplemental Trust Deed and the Transaction Documents to which it is a party are not compliant with the principles of Shari'a.
IN WITNESS WHEREOF this Supplemental Trust Deed has been executed and delivered as a deed by the parties hereto on the day and year first above written.
SIGNATORIES TO THE SUPPLEMENTAL TRUST DEED
EXECUTED and DELIVERED as a DEED by )
BBG SUKUK LLC )
acting by: )
acting under the authority of that company )
in the presence of: )
Witness Signature: ..................................................................................
Name: ..................................................................................
Address: ..................................................................................
EXECUTED and DELIVERED as a DEED by )
DUKHAN BANK Q.P.S.C. )
acting by: )
acting under the authority of that company )
in the presence of: )
Witness Signature: ..................................................................................
Name: ..................................................................................
Address: ..................................................................................
Witness Signature: ..................................................................................
Name: ..................................................................................
Address: ..................................................................................
EXECUTED as a DEED by affixing ) ………………………………………………….
THE COMMON SEAL of ) Associate Director
DEUTSCHE TRUSTEE COMPANY LIMITED )
………………………………………………….
Associate Director